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CONTROL BIONICS LIMITED Annual Report 2025

Aug 28, 2025

64611_rns_2025-08-28_1499b91e-1faf-41ad-94d5-55ae844fe2e6.pdf

Annual Report

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Control Bionics Limited Appendix 4E Preliminary Final Report

1 Company information
Name of Entity Control Bionics Limited
ABN 45 115 465 462
Reporting Period For the year ended 30 June 2025
Previous Corresponding Reporting Period For the year ended 30 June 2024
2 Results for announcement to the market
$
Revenues from ordinary activities Up 14.84% to 6,144,907
Loss from ordinary activities after tax attributable Up 3.30% to (6,108,667)
to the owners of Control Bionics Limited
Loss for the year attributable to the owners of Up 3.30%
to
(6,108,667)
Control Bionics Limited

Dividends

There were no dividends paid, recommended or declared for the current financial year.

Comments

The loss for the Group after providing for income tax amounted to $6,108,667 (30 June 2024: $5,913,779).

3
Net tangible assets
Net tangible assets per ordinary security
30 June 2025
Cents
30 June 2024
Cents
0.49
0.93
4
Control gained over entities
Not applicable
5
Loss of control over entities
Not applicable
6
Details of associates and joint venture entities
Name of
associate /
joint venture
Principal
activities
Ownership
interest at
reporting date
(%)
Ownership
interest at
previous
reporting date (%)
Contribution to
net profit (loss)
after tax
Other
comprehensive
income
NeuroElite
Athletics, LLC
Sports
Performance
20%
-%

$(58,076)

$–

Control Bionics Limited Appendix 4E Preliminary Final Report

7 Audit

This report should be read in conjunction with the unaudited preliminary financial statements attached. The financial statements in the preliminary financial statements are in the process of being audited. Consistent with the prior year, the audited financial statements are likely to include an emphasis of matter related to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.

8 Attachments

Details of attachment (if any):

Unaudited preliminary financial statements for year ended 30 June 2025 are attached.

9 Signed

==> picture [160 x 47] intentionally omitted <==

Samuel F. Straface, Chairman

As authorised by the Board of Directors

Date: 29 August 2025

Control Bionics Limited Condensed consolidated statement of profit or loss and other comprehensive income (unaudited) For the year ended 30 June 2025

Revenue
Note
Other income
Expenses
Raw materials and consumables used
Employee benefits expense
Research & development costs (non-staff)
Depreciation and amortisation expense
Corporate travel
Professional fees
Marketing and promotion
Legal fees, patents and insurance
General and administrative expense
Bad debt expense
Foreign exchange (loss)/gain
Impairment loss arising from other assets
Finance costs
Share of net losses of investments accounted for using the equity method
4
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of Control
Bionics Limited
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Control
Bionics Limited
Basic loss per share
13
Diluted loss per share
13
2025
$
6,144,907
895,295
(2,031,466)
(6,061,413)
(1,067,359)
(986,458)
(629,065)
(413,560)
(413,797)
(288,114)
(836,856)
(232,886)
(10,769)
(10,077)
(108,973)
(58,076)
2024
$
5,350,774
1,004,594
(1,454,121)
(5,449,029)
(1,714,851)
(843,191)
(586,837)
(724,598)
(460,674)
(258,572)
(217,268)
(414,089)
4,172
(93,806)
(56,283)
-
(6,108,667)
-
(6,108,667)
3,459
(5,913,779)
-
(5,913,779)
(20,983)
3,459 (20,983)
(6,105,208) (5,934,762)

Cents
(2.31)
(2.31)


Cents
(3.71)
(3.71)

The above condensed consolidated statement of profit or loss and other comprehensive income (unaudited) should be read in conjunction with the accompanying notes

1

Control Bionics Limited Condensed consolidated statement of financial position (unaudited) As at 30 June 2025

Note
Assets
Current assets
Cash and cash equivalents
2
Trade and other receivables
3
Inventories
Other assets
Total current assets
Non-current assets
Investments accounted for using the equity method
4
Property, plant and equipment
5
Intangibles
6
Right-of-use assets
7
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
8
Borrowings
9
Lease liabilities
7
Employee benefits
Total current liabilities
Non-current liabilities
Lease liabilities
7
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
10
Reserves
11
Accumulated losses
12
Total equity
2025
$
2024
$
594,733
980,760
1,968,397
2,186,704
409,644
404,150
200,009
190,164
3,172,783
3,761,778
341,000
-
644,531
851,698
3,875,219
4,047,007
199,423
366,827
5,060,173
5,265,532
8,232,956
9,027,310
2,013,718
1,567,488
94,941
517,136
206,857
108,437
237,886
210,046
2,553,402
2,403,107
133,600
336,165
37,229
20,330
170,829
356,495
2,724,231
2,759,602
5,508,725
6,267,708
40,365,766
35,152,513
530,782
394,351
(35,387,823)
(29,279,156)
5,508,725
6,267,708

The above condensed consolidated statement of financial position (unaudited) should be read in conjunction with the accompanying notes

2

Control Bionics Limited Condensed consolidated statement of changes in equity (unaudited) For the year ended 30 June 2025


For the year ended 30 June 2025
Balance at 1 July 2023
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs
Share-based payments
Options issued in lieu of payment
Balance at 30 June 2024
Balance at 1 July 2024
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (Note 10)
Share-based payments
Options issued in lieu of payment
Balance at 30 June 2025
Issued
capital
$
30,241,659
-
-
Reserves
$
271,371
-
(20,983)
Accumulated
losses
$
(23,365,377)
(5,913,779)

-

Total equity
$
7,147,653
(5,913,779)
(20,983)
(5,934,762)
4,910,854
136,963
7,000
-
4,910,854
-
-

(20,983)
-
136,963
7,000

(5,913,779)
-
-

-
35,152,513 394,351 (29,279,156) 6,267,708
Issued
capital
$
35,152,513
-
-
Reserves
$
394,351
-
3,459
Accumulated
losses
$
(29,279,156)
(6,108,667)

-

Total equity
$
6,267,708
(6,108,667)
3,459
-
5,213,253
-
-
3,459
-
123,872
9,100
(6,108,667)
-
-

-
(6,105,208)
5,213,253
123,872
9,100
40,365,766 530,782 (35,387,823) 5,508,725

The above condensed consolidated statement of changes in equity (unaudited) should be read in conjunction with the accompanying notes

3

Control Bionics Limited Condensed consolidated statement of cash flows (unaudited) For the year ended 30 June 2025

Control Bionics Limited
Condensed consolidated statement of cash flows (unaudited)
For the year ended 30 June 2025
Note
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Receipts from government grants
Interest received
Interest and other finance costs paid
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Payments for investments accounted for using the equity method
4
Proceeds from sale of shares
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
10
Proceeds from borrowings
Share issue transaction costs
10
Repayment of borrowings
Repayment of lease liabilities
Net guarantee paid on new lease arrangements
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
2
2025
$
5,938,272
(11,048,215)
852,106
36,672
(48,155)
2024
$
5,321,759
(10,975,225)
785,668
12,183
(56,283)
(4,269,320) (4,911,898)
(302,327)
(139,660)
(338,132)
35,337
(744,782)
(398,337)
(74,750)
-

-
(473,087)
5,406,223
232,737
(192,970)
(654,932)
(164,963)
-
4,626,095
(388,007)
980,760
1,980
5,094,273
648,449
(114,476)
(131,313)
(47,496)
(21,738)

5,427,699
42,714
935,503
2,543
594,733 980,760

The above condensed consolidated statement of cash flows (unaudited) should be read in conjunction with the accompanying notes

4

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 1. Operating Segments

Identification of reportable operating segments

Segment information is based on the information that management uses to make decisions about operating matters and allows users to review operations through the eyes of management. Operating segments represent the information reported to the chief operating decision makers (CODM), being the executive management team, for the purposes of resource allocation and assessment of segment performance.

The Group has identified operating segments applicable to the sale of assistive communications technology systems within the disability sector. The reported loss for the combined segments within the sector before income tax is $6,108,667 for the year (2024 loss: $5,913,779).

The segment currently has two functioning operations in two geographical locations: Australia and North America, market exploration in alternate geographical locations including Japan, a corporate function in addition to a substantial Research and Development program. This is consistent with the internal reporting provided to the CODM and is aligned to the one major revenue stream.

The CODM reviews EBITDA (earnings before interest, tax, depreciation, and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in these financial statements.

The information reported to the CODM is on a monthly basis.

Types of products and services

The principal products and/or services of each of the geographical locations within the operating segment are as follows:

Australia (Aust) Sales of systems related units and components in Australia

North America (US) Manufacture and sales of systems units and components in North America

Japan and other Activities undertaken to establish viable and additional operating markets, but not yet determined to markets be a material market segment in their own right.

R&D (R&D) Research activities undertaken in regards to the Group's products.

Corporate The provision of support, regulatory and infrastructure activities, and elimination entries above the EBITDA line.

2025
Revenue and income
Expenses
EBITDA
Interest
Depreciation
Impairment of assets
Share of associates losses
Loss before income tax for
the period
Income tax expense
Loss after income tax
expense for the period*
Aust
$
1,256,330
(1,845,485)
US
$
5,684,688

(7,523,477)
Japan and
other
markets
$
125,185

(262,100)
R&D
$
724,633

(2,026,943)
Corporate
$
(750,634)

(327,280)
Total
$
7,040,202
(11,985,285)

(589,155)



(1,838,789)



(136,915)



(1,302,310)



(1,077,914)


(4,945,083)






(108,973)
(986,458)
(10,077)
(58,076)
(6,108,667)
-
(6,108,667)

5

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 1. Operating Segments (continued)

2024
Revenue and income
Expenses
EBITDA
Interest
Depreciation
Impairment of assets
Loss before income tax for
the period
Income tax expense
Loss after income tax
expense for the period*
Aust
$
1,086,448
(1,313,449)
US
$
4,962,722

(7,177,583)
Japan and
other
markets
$
59,950

(226,670)
R&D
$
952,134

(2,501,129)
Corporate
$
(705,886)

(57,036)
Total
$
6,355,368
(11,275,867)

(227,001)



(2,214,861)



(166,720)



(1,548,995)



(762,922)


(4,920,499)






(56,283)
(843,191)
(93,806)
(5,913,779)
-
(5,913,779)

*Interest, Depreciation, Amortisation and Impairment are excluded from expenses in the above schedule due to joint use between segments of certain assets and expense components.

Segment assets and liabilities

The internal management reporting presented to key business decision makers report total assets and liabilities on the basis consistent with that of the consolidated financial statements. These reports do not allocate assets and liabilities based on the operations of each segment or by geographical location.

Under the current management reporting framework, total assets are not reviewed to a specific reporting segment or geographical location.

Note 2. Cash and cash equivalents

Cash at bank
Note 3. Trade and other receivables
Trade receivables
Trade receivables - subject to variable consideration
Net carrying value of trade receivables
Government grants receivable (R&D tax incentive)
Office deposit bond
GST refundable
Total trade and other receivables
2025
$
594,733
2024
$
980,760
2025
$
174,629
1,224,337
2024
$
112,620

1,164,414
1,398,966
1,277,034
474,160
77,924
17,347
784,322
77,924

47,424
1,968,397 2,186,704

6

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 4. Investments accounted for using the equity method

Investments in associates 2025
$
341,000
2024
$
-

On 16 December 2024, Control Bionics Limited, through its wholly owned subsidiary Control Bionic Ngage Inc., acquired a 20% stake in Neuro Elite Athletics, LLC, the US-based company behind the NeuroBounce program, for approximately US$260,000 including cash and in-kind contributions. Per the agreement, payments and contributions were to be made in tranches as follows:

  • the first tranche payment of US$100,000 was made on 14 December 2024.

  • the second and final tranche payment of US$111,100 to be made within 6 months of 14 December 2024, upon Neuro Elite Athletics, LLC providing Control Bionics 20 business days' notice to pay.

  • Control Bionics to provide Neuro Elite Athletics, LLC certain equipment and resources with a deemed value of US$50,000 on an as needed basis.

As of 30 June 2025, all cash payments have been made and approximately US$10,000 of the equipment and resources have been provided.

Note 5. Property, plant and equipment

Trial and demonstration equipment - at cost
Less: Accumulated depreciation
Leasehold improvements - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
Assets under construction
2025
$
1,587,870
(1,006,276)
2024
$
1,681,054

(906,885)

581,594
42,241
(27,128)



774,169
41,769

(18,285)

15,113
210,168
(163,961)



23,484
189,822

(135,777)

46,207
1,617
644,531



54,045

-
851,698

7

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 6. Intangibles

Note 6. Intangibles
Intellectual property - at cost
Less: Accumulated amortisation
Patents and trademarks - at cost
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation
Note 7. Leases
Right-of-use assets
Land and buildings - right-of-use
Less: Accumulated depreciation
2025
$
4,064,353
(393,318)
2024
$
4,064,353

(131,106)

3,671,035
244,224
(70,606)



3,933,247
104,564

(31,489)

173,618
50,594
(20,028)



73,075
50,594

(9,909)

30,566
3,875,219



40,685
4,047,007
2025
$
551,068
(351,645)
2024
$
548,966

(182,139)
199,423 366,827

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at the beginning of the financial year
Additions
Depreciation expense
Exchange differences
Balance at the end of the financial year
Lease Liabilities
Current
Lease Liabilities
Non Current
Lease Liabilities
Total carrying amount of lease liabilities
Maturity analysis of committed lease payments
2025
$
366,827
-
(168,511)
1,107
199,423
2024
$
123,359
363,008
(119,630)
90
366,827
2025
$
206,857
133,600
340,457
2024
$
108,437
336,165
444,602

8

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 7. Leases (continued)

Less than one year
One to five years
Total committed cash payments
Note 8. Trade and other payables
Trade payables
Other current liabilities
Deferred revenue
Payroll and bonus accruals
Other taxes payable
Note 9. Borrowings
Insurance funding arrangement
Research & Development loan
Total secured liabilities
The total secured liabilities are as follows:
Research and Development loan
2025
$
241,797
138,799
2024
$
165,024
380,500
380,596 545,524
2025
$
877,776
510,603
274,104
251,435
99,800
2024
$
609,667
411,891
315,523
166,724

63,683
2,013,718 1,567,488
2025
$
94,941
-
2024
$
87,542
429,594
94,941 517,136
2025
$
-
2024
$
429,594

Research and Development loan

Terms of borrowings

On 17 February 2025, Control Bionics Limited reactivated an insurance funding arrangement with Attvest Finance ("Attvest") whereby Attvest provide funding to renew policies. The outstanding balance of this funding facility is $94,941 at year end. Interest is payable at a rate of 4.3% and the funding facility is due for repayment on or before 31 December 2025.

The research and development loan, held with Radium Capital, was repaid in full during September 2024.

Note 10. Issued capital

Ordinary shares - fully paid 2025
2024
2025
2024
Shares
Shares
$
$
294,611,102 199,286,776 40,365,766 35,152,513

9

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 10. Issued capital (continued)

Movements in ordinary share capital

Details
Date
Balance at the beginning of the period
Private Placement
15/08/2024
Rights issue
11/10/2024
Rights issue
16/10/2024
Rights issue
16/10/2024
Shortfall shares
20/12/2024
Private placement
25/02/2025
Less: Transaction costs
Balance at the end of the period
Shares
Issue price
199,286,776
10,000,000
$0.0525
9,938,489
$0.0700
16,428,722
$0.0700
11,904,369
$0.0700
4,428,571
$0.0700
42,624,175
$0.0450
294,611,102
$
35,152,513
525,000
695,694
1,150,011
760,856
310,000
1,964,662
(192,970)
40,365,766

The Group also issued 21,350,125 options to non-renounceable rights holders with an exercise price of $0.10.

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Capital risk management

The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position (unaudited), plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group would look to raise funds for working capital or when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of investment.

Note 11. Reserves

Note 11. Reserves
Foreign currency translation reserve
Share option reserve
2025
$
72,449
458,333
2024
$
68,990
325,361
530,782
394,351

Foreign currency translation reserve

The foreign currency translation reserve records exchange differences arising from translating non-monetary assets and liabilities at the current rate at the end of the financial period rather than at historical rates.

10

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 11. Reserves (continued)

Share options reserve

The option reserve relates to share options granted by the Group to its employees under the arrangements outlined in Note .

Movements in reserves

Movements in each class of reserve during the current financial year are set out below:

Foreign
currency
translation
reserve
$ Balance at 1 July 2023
89,973
Exchange differences on translation of foreign operations
(20,983)
Share based payments
-
Options issued in lieu of payment
-
Balance at 30 June 2024
68,990
Exchange differences on translation of foreign operations
3,459
Share based payments
-
Options issued in lieu of payment
-
Balance at 30 June 2025
72,449
Note 12. Accumulated losses
Accumulated losses at the beginning of the financial year
Loss after income tax expense for the year
Accumulated losses at the end of the financial year
Note 13. Earnings per share
Loss after income tax attributable to the owners of Control Bionics Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share
Basic loss per share
Diluted loss per share
Foreign
currency
translation
reserve
$ 89,973
(20,983)
-
-
Share option
reserve
$ 181,398
-
136,963
7,000
Total
$ 271,371
(20,983)
136,963

7,000
68,990
3,459
-
-
325,361
-
123,872
9,100
394,351
3,459
123,872

9,100
72,449 458,333 530,782

2025
$
(29,279,156)
(6,108,667)

2024
$

(23,365,377)

(5,913,779)

(35,387,823)



(29,279,156)

2025
$
(6,108,667)


2024
$

(5,913,779)

Number
264,083,917


Number
159,393,290
264,083,917 159,393,290

Cents
(2.31)
(2.31)

Cents

(3.71)

(3.71)

The number of ordinary shares used in the calculation of diluted loss per share is the same as the number used in the calculation of basic loss per share in the year ended 30 June 2025 and the prior year ended 30 June 2024 as potential ordinary shares are not considered dilutive as a loss was incurred in both years.

11

Control Bionics Limited Notes to the condensed consolidated financial statements (unaudited) 30 June 2025

Note 14. Matters subsequent to the end of the financial year

On 22 July 2025, the Company entered into a loan facility agreement with Phoenix Development Fund Limited for $450,000. The loan is secured by the Company's R&D tax refund, is subject to 12% interest per annum, and is due and payable on the earlier of 6 months from the date of the agreement or the date on which the R&D refund is received.

On 28 August 2025, Control Bionics Limited announced a Non-Renounceable Rights Issue Offer (Offer) for 58,922,220 new shares at a price of $0.035 per share. If fully subscribed, the Offer will raise up to approximately $2.062 million (before costs). The Offer is underwritten to the extent of $1,157,725 and is available to eligible shareholders on the record date of 2 September 2025.

No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

12